TwentyTwo Agency Service Agreement

TwentyTwo Agency Service Agreement

Below are the full terms and conditions for working with TwentyTwo Agency which must be agreed to before work can commence.

TwentyTwo Agency Service Agreement

 

SECTION A ­GENERAL TERMS & CONDITIONS

TwentyTwo supplies a wide range of Services. Some of the terms and conditions herein vary according to the Service specified in the Proposal. This Section A contains general clauses; additional clauses are specified according to the Services specified in the Proposal and are contained in Sections B and C.

1. Interpretation

1.1. In these Terms and Conditions the following definitions apply:
“TwentyTwo” means TwentyTwo Positive Limited or any of its subsidiaries or Partners providing TwentyTwo related products and services;
“Partner” means an authorised partner of TwentyTwo who provides solutions that include TwentyTwo solutions, bound by a Partner agreement;
“Customer” means the individual or company to whom the invoice is addressed;
“Proposal” means the order form completed and signed by the Customer; this Proposal may refer to supporting documentation providing detail and scope for the project;
“Purchase Price” means the price for the Service as detailed in the Proposal;
“Service” “Services” or “Scope of Work” means the goods or services specified in the Proposal; all services may be amended by the parties in writing from time to time;
“Software” means the software that is used to provide the Service;
“Web Hosting” means the provision of a web service that responds to a browser’s request for web content with the content requested. It also includes the provision of any file hosting service accessible through FTP. It does not include other services such as domain management, email hosting and Internet connectivity to/from the Customer’s premises;
“First Line Support” means initial analysis and fault logging;
“Support Time” means (for WordPress website Services) the time spent assisting the Customer with issues related to the Software outside the scope of the Proposal, or following project sign-off. It includes administration time related to the issue, including but not limited to the time taken to log details of telephone calls;
“Confidential Information” for each party the terms of this Agreement and all information and/or data belonging to or relating to that party, its associates, its or their businesses, activities, affairs, products, services, suppliers, customers or prospective customers disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by that party, its representatives or advisers, to the other party, its representatives or advisers whether before, on or after the date of this Agreement;
“Deliverable” means a set of goods or services that may be delivered at one time, for example: a design draft, a collection of printed items, a marketing plan document, a consultation meeting, a website project or other electronic content;
“Event” means a Service delivered on a particular date, for example: a training course, a hospitality event, a speaker delivering a presentation, or a series of presentations;
“Business Day” means any day which is not a Saturday, Sunday or a bank or public holiday in England;

1.2. In this Service Agreement (except where the context otherwise requires):
1.2.1. The clause headings are included for convenience only and shall not affect the interpretation of these Terms & Conditions;
1.2.2. Use of the singular includes the plural and vice versa;
1.2.3. Use of any gender includes the other genders;
1.2.4. Any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations, and trusts (in each whether or not having separate legal personality);
1.2.5. Any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to: a) Such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and b) Any former legislation which re-enacts, consolidates or enacts in rewritten form. b) Any former legislation which re-enacts, consolidates or enacts in rewritten form.
1.2.6. Any phrase introduced by the terms “including”, “include”, “in particular”, “such as” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. Force Majeure

TwentyTwo shall not be liable for any delay or failure in performance of its obligations under this agreement which is due to or results from any circumstances beyond its reasonable control. In any such event TwentyTwo shall be entitled to delay or cancel delivery of the Service.

3. Law

This agreement shall be governed and construed in all respects in accordance with the Law of England and shall be subject to the exclusive jurisdiction of an English Court of Law.

4. Severability

4.1. If any term or provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or in conflict with the law, the validity or enforceability of the remainder of this agreement shall not be affected thereby.
4.2. If any provision of this Agreement is found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.

5. Waiver

No failure or delay by either party in exercising, wholly or partially, any of its rights with regard to any breach or default of this agreement by the other party shall constitute a waiver of such rights and no waiver of any such breach or default shall be deemed to constitute a waiver of any other rights or any subsequent or continuing breach of default.

6. Assignment

The Customer may not sub-licence, assign, transfer or otherwise dispose of its rights under this Agreement or any part of it without the written consent of TwentyTwo.

7. Notices

7.1. Any notice or other communication pursuant to this Agreement must be in writing and signed by or on behalf of the party giving it and may be served by first class post to the address of the relevant party as set out in this Agreement, by fax or by email. All such notices or demands shall be deemed to have been received:
7.1.1. In the case of first class post two Business Days after posting; and
7.1.2 A communication sent by email shall not be effective unless the addressee acknowledges receipt of such communication, such acknowledgement to take the form of a reply email to include the communication being acknowledged.

8. The Proposal

8.1. TwentyTwo shall provide a Proposal to the Customer for each project. The Proposal forms part of this agreement.
8.2. The Customer assumes sole responsibility for ensuring that the Service described in the Proposal meets its requirements before signing the Proposal.
8.3. The Customer shall return the signed Proposal by letter, fax or email as described in clause 7. Upon receipt of this order acknowledgement, a contract shall be created between TwentyTwo and the Customer for the supply of the Service.
8.4. By purchasing the Service, the Customer acknowledges that they have read these Terms and Conditions, understands them and agrees to be bound by them.
8.5. Where the Service includes Web Hosting, the Customer acknowledges that they have read the Acceptable Use Policy (AUP), understands it and agrees to be bound by it.

9. Cancellation

9.1. The contract may not be cancelled following order acceptance unless a trial or rejection period has been agreed in advance. At the sole discretion of TwentyTwo, a contract may be cancelled either wholly or in part subject to timing, and only once agreement in writing has been notified to the Customer according to clause 7.
9.2. For retained work billed monthly and where no contract period has been explicitly stated on the Proposal, the contract may be terminated by the Customer giving 60 days notice in writing according to clause 7.
9.3. Unless otherwise stated in the Proposal or subject to clause 9.1 and clause 9.2, the contract may not be cancelled except by agreement in writing of both parties and upon payment to TwentyTwo of such amount as may be necessary to meet the costs incurred to TwentyTwo up to the date of cancellation and to indemnify TwentyTwo against all loss resulting from the said cancellation.
9.4. The Customer shall have no right to seek any cancellation or repayment of job costs on the basis of style or composition.

10. Confidentiality

10.1. During the period of this Agreement and for a period of 3 years after both parties undertake:
10.1.1. To keep the Confidential Information confidential;
10.1.2. Not to use the Confidential Information for any purpose except the performance of its obligations under this Agreement; and
10.1.3. Not to use the Confidential Information so as to procure any commercial advantage over the other party.
10.2. The obligations contained in clause 10.1 above shall not apply to any Confidential Information which:
10.2.1. Is already in the possession of the disclosing party other than as a result of a breach of this Agreement;
10.2.2. Is at the date of this Agreement or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement; or
10.2.3. Is required to be disclosed by any applicable law or regulation or by any governmental or administrative authority or by an order of any court of competent jurisdiction.
10.3. Each party undertakes to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 10 by its employees, agents and sub-contractors.
10.4. The Customer agrees that the ideas, materials and other documents relating to the Service are confidential and all proprietary rights belong to TwentyTwo and shall not be used or disclosed except as permitted by this agreement.
10.5. This clause 10 shall survive the termination of this Agreement for whatever reason.

11. Intellectual Property Rights

11.1. Once full payment has been made and the deliverables have completed and signed off, the ownership of the rights to the deliverables created will pass to the Customer.
11.2. Third party materials, such as imagery, used in the deliverables may be subject to usage liabilities such as royalties and license fees. TwentyTwo shall procure such license as necessary for the use of third party materials for use within the scope of the Proposal. The Customer should obtain written consent from TwentyTwo for use of any part of the deliverables outside of the scope of the Proposal.
11.3. Unless otherwise stated in the Proposal, TwentyTwo reserves the continuing right to use any deliverables it produces for the promotion of its services.
11.4. Where the Proposal includes Software created by TwentyTwo, TwentyTwo retains ownership of all copies of the Software and the Intellectual Property Rights (IPR) therein. The Customer has no rights to the Software or the IPR contained therein.

12. Liability

12.1. The following provisions set out the entire financial liability of TwentyTwo (including any liability for the acts or omissions of its employees, agents or subcontractors) to the Customer in respect of:
12.1.1. Any breach of this Agreement; and
12.1.2. Any representation, statement or tortious act or omission including negligence arising under or in connection with the contract.
12.2. Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.3. Nothing in these conditions excludes or limits the liability of TwentyTwo for death or personal injury caused by negligence or for fraudulent misrepresentation.
12.4. Subject to clauses 12.2 and 12.3:
12.4.1. TwentyTwo shall not be liable to the Customer for any loss or damage, costs or expenses (whether direct, indirect, incidental or consequential and whether relating to loss of profit, loss of business, business interruption, loss of data, depletion of goodwill or other such losses), suffered by the Customer which arise out of or in connection with the supply of the Service or their use by the Customer.
12.4.2. The Customer assumes all risks as to the suitability, quality, and performance of the Service.
12.4.3. TwentyTwo’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of this contract shall be limited to, and in no event shall exceed, the amount originally paid to TwentyTwo for the Service.
12.4.4. TwentyTwo shall not be liable for any loss, damage or delay which arises as a result of the termination of the contract between us, or for our compliance with relevant statutory or regulatory requirements.
12.4.5. It is the responsibility of the Customer to ensure that the deliverables comply with all laws, regulations and codes in all countries where the deliverables are used. The Customer agrees to indemnify TwentyTwo against any costs arising from the use or misuse of the deliverables.
12.5. No verbal or written information or advice given by TwentyTwo or its dealers, distributors, employees or agents shall in any way extend, modify or add to these conditions.

13. Payment Terms and Pricing

13.1. Where a deposit is required, TwentyTwo is not obliged to carry out any work before the deposit is received. In the event that any preliminary work is carried out prior to receipt of the deposit and the order is then cancelled TwentyTwo will invoice the Customer for this work.
13.2. The Purchase Price is exclusive of VAT. VAT shall be charged at the prescribed rate at the date of invoicing. The Customer shall pay the VAT to TwentyTwo as if it were part of the Purchase Price and all requirements and other provisions concerning payment of the Purchase Price shall apply accordingly.
13.3. The Purchase Price, once accepted by both parties as signified by the receipt of a signed Proposal, is applicable for 12 months from the date of signing. TwentyTwo reserves the right to increase the price of any work outstanding after that period.
13.4. Unless a payment is automated, TwentyTwo shall issue an invoice to the Customer prior to each payment due date. Unless otherwise stated in the Proposal, each invoice is payable within 7 calendar days.
13.4.1 For automated payments, the TwentyTwo shall issue an invoice on the day that the payment is due.
13.5. If the Customer fails to make payment on a due date then without prejudice to any other right or remedy available to TwentyTwo, TwentyTwo shall be entitled to issue an administrative fee, suspend or terminate the Service.
13.5.1 For automated payments, any changes to your payment structure or plan, unless otherwise negotiated at the commencement of the agreement may incur a £25 +VAT administrative fee for each change. This includes date, amount or any other changes. This fee will be charged immediately and in full on each occasion.
13.5.2. Should a payment be late by 7 or more days, TwentyTwo may suspend the Service.
13.5.3. Should a payment be late by 30 or more days, TwentyTwo may terminate the Service.
13.6. Any Payments that remain outstanding for longer than 30 days will incur an additional administration charge equal to 10% of the outstanding amount, calculated daily on a pro-rata.
13.7. In the event that any payments due under these terms and conditions become overdue, TwentyTwo reserves the right to add a fee of £75+VAT to cover the costs of administration of the debt.
13.8. All payments shall be paid in full without set off, deduction or counterclaim whatsoever.
13.9. Where any invoice includes a reduction due to an agreement to pay by Direct Debit or Standing Order, should the payment not be made by such means, TwentyTwo reserves the right to recharge the reduction.
13.10. TwentyTwo reserves the right to vary the Purchase Price according to further requirements made by the Customer subsequent to order acknowledgement. Any such variation shall be advised by TwentyTwo in writing and confirmed by the Customer in writing before either the work proceeds further or any charges are incurred.
13.11. Where the Proposal includes design work, unless otherwise stated in the Proposal, the Purchase Price includes an allowance for two sets of changes to each deliverable. Additional changes shall be charged at the prevailing hourly rate. Any such variation shall be advised by TwentyTwo in writing and confirmed by the Customer in writing before either the work proceeds further or any charges are incurred.
13.12. The charge for carriage of goods is at additional cost to the Customer, unless otherwise stated in the Proposal.
13.13. TwentyTwo reserve the right to charge expenses when fulfilling the work. Any mileage shall be charged at the rate of £0.45p per mile. No expenses shall be incurred without the Customer’s express written agreement.

14. Changes to Terms and Conditions

14.1. TwentyTwo reserves the right to change these Terms and Conditions at any time. The most current version of these Terms and Conditions may be found on our website.
14.2. When changes are made to the Terms and Conditions a notice shall be placed in our email newsletter. The Customer shall be deemed to have accepted such changes if they have not notified any objections to such changes within one calendar month of the notice. 14.3. The most current version of the Terms and Conditions shall supersede all previous versions.

15. Entire Agreement

15.1. This Agreement and the documents referred to in it, constitute the entire agreement and understanding of the parties and shall supersede any previous agreement between the parties relating to the subject matter of this Agreement. No variation of this Agreement shall be valid unless in writing signed by both parties.
15.2. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) which it may have relied on in entering into this Agreement. The only remedy available to it shall be for breach of contract under the terms of this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud. Should you have any questions concerning this service agreement, contact TwentyTwo before submitting a signed agreement to any Proposal.

SECTION B ­ WEBSITE SERVICES

TwentyTwo provides WordPress sites suitable for use as a marketing/blogging platform.

16. Payment Terms and Pricing

16.1. Unless otherwise stated in the Proposal, the Purchase Price for a website project shall be payable to TwentyTwo by the Customer as follows:-
16.1.1. 50% non-refundable deposit payable on receipt of the order acknowledgement; and
16.1.2. 25% upon completion of agreed milestone 1.
16.1.3. 25% upon approval of the website design and prior to transfer of clients domain.
16.2. Once a website or makeover has been approved to “go live” and has been published, the Customer must report any “snags” (defects to be corrected) within 7 Business Days of this first publishing date. Such snags must still fall inside of the scope of the Proposal and be agreed by TwentyTwo to be fair and reasonable. The Deliverable will be deemed complete after (a) 7 Business Days have elapsed since the first publishing date and (b) once the agreed “snags” have been corrected.

17. Software

17.1. The Customer assumes sole responsibility for ensuring that the Software functionality meets its requirements before signing the Proposal.
17.2. Unless the Proposal explicitly states otherwise, the Customer bears all cost for modification to the Software in the event that the Customer discovers, subsequent to signing the Proposal, that the Software functionality does not meet its requirements
17.3. No Software or Internet service can ever be guaranteed to be 100% reliable. TwentyTwo shall not be liable for any losses caused resulting from the use of (or inability to use) the Service, due to faults in the Software or underlying software, hardware, networks or any other cause of failure.
17.4. TwentyTwo does not warrant any Software that has been altered or changed in any way by anyone other than TwentyTwo. TwentyTwo is not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the Software with software not furnished by TwentyTwo

18. Web Browsers

18.1. TwentyTwo Agency makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer 8 & 9, Google Chrome, etc.). Client agrees that TwentyTwo Agency cannot guarantee correct functionality with all browser software across different operating systems. TwentyTwo Agency cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, TwentyTwo Agency reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

19. Web Hosting

19.1. The Customer agrees to abide by rules regarding acceptable use of the Web Hosting service:
19.1.1. The Customer agrees to abide by the separate terms and conditions of the Acceptable Usage Policy, which are available and can be found here: //twentytwo.agency/acceptable-use-policy/
19.1.2 The Customer agrees to abide by the separate and specific terms and conditions of our Business Web Hosting which are available and can be found here: //twentytwo.agency/hosting-terms-conditions/
19.1.3. The Customer agrees that the Web Hosting facility may be provided by a third party and that the Terms and Conditions, including the Acceptable Usage Policy, of that third party shall apply to the Customer.
19.2. TwentyTwo shall make all reasonable efforts to ensure that the Service is available, subject to any limitations imposed by the third party web hosting.
19.3. TwentyTwo may, from time to time, temporarily withdraw Service for the purpose of making enhancements available to the Customer and for maintenance or support issues.
19.4. The Web Hosting service will be provided on the basis of reasonable usage for server load, disk space and bandwidth:
19.4.1. Reasonable usage of the Web Hosting service will provide a maximum of 20GB of monthly bandwidth and 2GB of disk space. 19.4.2. Due to the varying nature of a website’s content and popularity it is not possible to provide exact description of ‘reasonable usage’ for server load hence TwentyTwo states an expectation that 95% of their customers would not exceed ‘reasonable usage’ for server load. 19.5. Where the Customer’s website exceeds reasonable usage, TwentyTwo may offer to provide the Customer with a higher capacity service at an agreed increased fee. In circumstances where the server load is much higher than expected, TwentyTwo may either (a) offer the Customer a bespoke Web Hosting solution at an agreed increased fee or (b) if an agreed solution is not found the Web Hosting service may be terminated at no cost to either party.

20. Other Internet Services (Email, Domain, ISP, DNS)

20.1. The Customer agrees that it is their responsibility to source all of the appropriate services required to run their website, including domain name management, email and Internet connectivity.
20.2. TwentyTwo does not offer Internet Service Provider (ISP) services, such as provision of an Internet connection to the Customer’s computer or computer network.
20.3. TwentyTwo does not offer email services, such as the provision of a mail server for the purpose of sending email messages from the Customer’s computer or computer network, or receipt of email messages. TwentyTwo is happy to recommend other providers for email services. Where such services have been provided in the past, they shall continue to be supported for existing domain names only. 20.4. TwentyTwo may offer optional services for domain name purchase, renewal and management.

21. Domain Name Registration and Renewal

21.1. TwentyTwo may offer the Customer domain name purchase and renewal services for one or more domain names related to the Customer’s website. This service is only available where the Customer also purchases TwentyTwo Business Web Hosting service using the domain names.
21.2. The contract for the registration is between the Customer and the Naming Authority. The Customer is bound by the terms and conditions of the Naming Authority.
21.3. TwentyTwo cannot guarantee that they will be able to register any requested domain name and, until specific confirmation of registration has been given, the Customer cannot assume the registration has been affected.
21.4. TwentyTwo gives no warranty that the Internet Domain Name requested will not infringe the rights of any third party and the Customer indemnifies TwentyTwo in respect of any such infringements.
21.5. TwentyTwo reserve the right to vary the fees for domain name purchase and renewal from time to time.
21.5.1. The current fees for domain name purchases will be stated to the Customer the time of purchase.
21.5.2. The current fees for domain name renewals will be stated to the Customer in the month preceding the renewal with a minimum of 14 Business Days’ notice to allow the Customer time to transfer the domains elsewhere if required.
21.6. The fees for domain name purchase and renewal include DNS hosting if required.
21.6.1. Where DNS hosting is provided, the fees for domain name purchase and renewal include the management of the DNS records for such domains, to point the domains at the TwentyTwo web servers and to the Customer’s preferred email servers.
21.7. The Customer retains ownership of the domain names. TwentyTwo shall not withhold from assisting the customer in transferring their domain name providing that any fees due to TwentyTwo for any services provided by TwentyTwo to the Customer have been paid in full.
21.8. TwentyTwo do not in themselves charge fees related to the transfer of the Customer’s domain names to or from a third party, unless the time taken to deal with such matters exceeds half an hour in one calendar month. In such cases TwentyTwo shall agree any charges with the client in advance of any further work being carried out.
21.9. Fees charged by third parties such as Nominet (for domain name registration details updates) or other domain management companies (for domain name transfers) are the responsibility of the Customer. Such fees will be passed on to the Customer for payment if they are incurred by TwentyTwo.

22. Domain Name Management

22.1. The Customer accepts that TwentyTwo may need to move the Web Hosting for a website to a different IP Address at short notice and at any time.
22.2. Where the Customer manages their own domain name, TwentyTwo may, at their own discretion, make Name Servers available to the Customer to allow TwentyTwo to manage the DNS records on behalf of the Customer. In such circumstances:
22.2.1. The Customer accepts the responsibility to point the domain names to the specified Name Servers.
22.2.2. The Customer agrees to provide contact details for an authorised representative for Name Server updates and to keep TwentyTwo updated with any changes to these details.
22.2.3. The Customer agrees that the authorised representative shall, on request by TwentyTwo, update Name Server records within 3 Business Days at all times.
22.2.4. The Customer agrees that failure to update Name Server records will result in their website being unavailable and that even in such cases the Customer is still responsible for Web Hosting fees.
22.2.5. The Customer is responsible for all costs incurred to update Name Server records.
22.3. Where the Customer manages their own domain name and TwentyTwo does not provide Name Servers for the domain:
22.3.1. The Customer accepts the responsibility to update the DNS records used to map the domain name to the IP Address of the Web Hosting service.
22.3.2. The Customer agrees to provide contact details for an authorised representative for DNS updates and to keep TwentyTwo updated with any changes to these details.
22.3.3. The Customer agrees that the authorised representative shall, on request by TwentyTwo, update DNS records within 3 Business Days at all times.
22.3.4. The Customer agrees that failure to update DNS records will result in their website being unavailable and that even in such cases the Customer is still responsible for Web Hosting fees.
22.3.5. The Customer is responsible for all costs incurred to update DNS records.

23. Ownership of Content

23.1. The Customer is legally responsible for the content of their website(s).
23.2. TwentyTwo does not infer ownership of the design or content of the Customer’s website(s).
23.3. The data that a Customer is entitled to take from its website(s) upon termination of its contract with TwentyTwo includes the following:
23.3.1. The graphical design of the website(s) and the entitlement to reproduce this design within other websites.
23.3.2. All text and imagery incorporated as part of the website(s).

24. Third Party Software/Services

24.1. Where the Proposal includes any third party software and/or services as part of the Proposal, TwentyTwo will provide First Line Support only. Where the fault is caused by the third party software and TwentyTwo is unable to correct the fault TwentyTwo will use its reasonable endeavours to ensure that the problem is reported to the relevant third party for resolution.

25. Support Policy

25.1. Where TwentyTwo builds a new website for the Customer:
25.1.1. TwentyTwo will provide up to 1.5 hour’s training in the use of the Software to be held via Skype/Zoom.
25.1.2. TwentyTwo will provide 1 hour’s Support Time as part of the cost of the project. This Support Time expires one month after the project sign-off.
25.1.3 TwentyTwo will provide initial training in the use and management of the Customers new WordPress website through the ‘Basic Website Management’ video series.
25.2. Support Time is not included related to on-going installation and configuration of updates to the website or any related services.
25.3. Additional Support Time may be purchased in advance as required. Support Time is chargeable at TwentyTwo’s standard hourly rate.
25.4. Support Time is provided via telephone or email. TwentyTwo reserves the right to invoice the Customer for call costs in the case of telephone support.
25.5. As part of the project sign-off, TwentyTwo will provide assistance in setting up the DNS records to point one domain to the web server, providing that the appropriate authentication details are provided by the customer. Additional hosting-related support is treated as Support Time.

SECTION C ­TRAINING AND EVENTS

TwentyTwo provides Events that include hospitality events, presentations and training courses. If the customer has a reserved/purchased place at Events, or where the Proposal includes attendance at Events, the clauses in Section E apply.

26. Payment Terms and Pricing

26.1. Where the Customer is required to pay for an Event:
26.1.1. TwentyTwo shall issue an invoice to the Customer on receipt of the order acknowledgement via the platform that the ticket was purchased from.
26.1.2. The Purchase Price does not include travel and/or accommodation for the Customer. This is left to the customer to arrange. 26.1.3. If an Event has been arranged to take place on the Customer’s premises, additional travel and/or accommodation costs for the trainer(s) may apply and these shall be shown on the Proposal.
26.1.4. The Purchase Price, once accepted by both parties as signified by the receipt of a signed Proposal, is applicable only for the agreed time and date of the Event.

27. Cancellation

27.1. Cancellation of attendance by individuals or groups must be given in writing at least 7 days prior to the date of the Event.
27.2. If a paying Customer does not attend an Event and has not followed the cancellation procedure in clause 38.1, the full Purchase Price remains payable. No refunds will be given.
27.3. If it is necessary to change the date of the Event, TwentyTwo shall give at least 7 days’ notice prior to the revised date of the Event. The Customer therefore has the right to cancel within 24hours of receiving notifications of the changes.
27.4. If the Event is cancelled by TwentyTwo, the full Purchase Price shall be refunded to the Customer.
27.5. TwentyTwo shall make every effort to provide the Event on the stated date but will not be under any liability if the Event is delayed or prevented by events beyond its control.
27.6. Each event will have it’s own specific terms & conditions. Please be sure to note individual event details in addition to this Service Agreement.

28. Liability

28.1. TwentyTwo does not accept responsibility for anyone acting as a result of the information supplied or opinions expressed in its events. All information is given in best faith. Opinions expressed are those of individual trainers and not necessarily those of TwentyTwo. Customers should take professional advice when dealing with specific situations.
28.2. TwentyTwo reserves the right to make appropriate changes to event timetable and content or to cancel a course due to unforeseen circumstances. Liability shall be limited to the refund of the fees paid in such instances.
28.3. TwentyTwo shall not be liable for any loss, damage or delay which arises as a result of the termination of the contract between us, or for our compliance with relevant statutory or regulatory requirements.

29. Copyright and Intellectual Property Rights

29.1. Information supplied during the Event, whether oral or written, is subject to copyright. The copyright is owned by TwentyTwo unless otherwise stated. Duplication of material in whole or in part is prohibited without the written consent of TwentyTwo.
29.2. Events are not to be recorded or transmitted in any way without the prior written consent of TwentyTwo.

SECTION D ­MARKETING SERVICES

TwentyTwo provides a variety of Marketing Services. Where the Proposal includes Marketing Services the clauses in Section D apply.

30. Payment Terms and Pricing

30.1. For printing and physical goods, unless otherwise stated in the Proposal, the Purchase Price shall be payable to TwentyTwo on receipt of the order acknowledgement.
30.2. For ad-hoc project work consisting of a single deliverable, unless otherwise stated in the Proposal, the Purchase Price shall be payable to TwentyTwo on receipt of the order acknowledgement.
30.3. For retained work billed monthly, unless otherwise stated in the Proposal, the agreed monthly element of the Purchase Price shall be payable to TwentyTwo by the first working day of the month, in advance of the work to be carried out.

31. Deliverables Including Goods

31.1. Where a deliverable includes goods to be received by the Customer:
31.1.1. The passing of risk shall occur on the day of the delivery to the Customer.
31.1.2. If goods are received by the Customer in any way damaged upon delivery, the Customer must advise TwentyTwo within 24 hours of delivery of the nature of the damage and must retain the Goods as delivered.
31.1.3. The maximum extent of TwentyTwo’s liability for damaged goods will be, at its sole discretion depending on the circumstances: a return of the Purchase Price related to the goods or replacement of the goods.
31.1.4. Goods remain the property of TwentyTwo and title remains with TwentyTwo until payment has been made in full.
31.1.5. All times or dates given for delivery of the Service are given in good faith and shall not be of the essence of any contract.
31.1.6. TwentyTwo shall make every effort to achieve any quoted delivery dates and execute any obligations set out in the Proposal but will not be under any liability if delivery is delayed or prevented by events beyond its control or as a result of delays by the Customer.

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